SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 18, 1994 REYNOLDS METALS COMPANY (Exact name of registrant as specified in its charter) Delaware 1-1430 54-0355135 (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) 6601 West Broad Street P. O. Box 27003 Richmond, Virginia 23261-7003 (Address of Principal Executive Offices, including zip code) (804) 281-2000 (Registrant's Telephone Number, including area code) Item 5. Other Events. On January 25, 1994 the registrant completed the sale of 11,000,000 shares of its 7% PRIDES*, Convertible Preferred Stock (the "Preferred Stock"), including 1,000,000 shares purchased by underwriters in connection with the exercise of an over-allotment option, under agreements with underwriters entered into on January 18, 1994. A final form of prospectus dated January 18, 1994 (attached hereto as Exhibit 99 and incorporated herein by reference) to be used in connection with the public offering of the Preferred Stock was filed with the Securities and Exchange Commission on January 20, 1994. * Service mark of Merrill Lynch & Co., Inc. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit 1(a) Purchase Agreement dated January 18, 1994 between Reynolds Metals Company, on the one hand, and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and CS First Boston Corporation as representatives (the "Representatives") of the several Underwriters named in Schedule A thereto, on the other Exhibit 1(b) Pricing Agreement dated January 18, 1994 between Reynolds Metals Company and the Representatives Exhibit 4(a) Certificate of Designations, Preferences, Rights and Limitations of the 7% PRIDES, Convertible Preferred Stock Exhibit 4(b) Form of 7% PRIDES, Convertible Preferred Stock certificate Exhibit 99 Prospectus dated January 18, 1994 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REYNOLDS METALS COMPANY By: D. Michael Jones D. Michael Jones Vice President, General Counsel and Secretary Dated: January 26, 1994 INDEX TO EXHIBITS EXHIBIT SEQUENTIAL NO. DESCRIPTION OF EXHIBIT PAGE NO. 1(a) Purchase Agreement dated January 18, 1994 _____ between Reynolds Metals Company, on the one hand, and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and CS First Boston Corporation as representatives (the "Representatives") of the several Underwriters named in Schedule A thereto, on the other 1(b) Pricing Agreement dated January 18, 1994 _____ between Reynolds Metals Company and the Representatives 4(a) Certificate of Designations, Preferences, Rights _____ and Limitations of the 7% PRIDES, Convertible Preferred Stock 4(b) Form of 7% PRIDES, Convertible Preferred Stock _____ certificate 99 Prospectus dated January 18, 1994 _____ F:\BFH\SEC\8K\FORM8K94.118